0001680873-23-000008 | 10-Q | XBRL Viewer

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COVER - shares	9 Months Ended
COVER - shares	Sep. 30, 2022	Jan. 27, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-38180
Entity Registrant Name	HF FOODS GROUP INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2717873
Entity Address, Address Line One	6325 South Rainbow Boulevard, Suite 420
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89118
City Area Code	888
Local Phone Number	905-0988
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	HFFG
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		53,706,392
Entity Central Index Key	0001680873
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 17,806	$ 14,792
Accounts receivable, net	44,276	36,281
Accounts receivable - related parties	428	249
Inventories	132,524	102,690
Other current assets	9,890	5,559
TOTAL CURRENT ASSETS	204,924	159,571
Property and equipment, net	141,300	145,908
Operating lease right-of-use assets	15,917	11,664
Long-term investments	2,632	2,462
Customer relationships, net	160,390	159,161
Trademarks and other intangibles, net	37,773	35,891
Goodwill	85,118	80,257
Other long-term assets	2,623	2,032
TOTAL ASSETS	650,677	596,946
CURRENT LIABILITIES
Checks issued not presented for payment	18,517	17,834
Line of credit	71,329	55,293
Accounts payable	49,260	57,745
Accounts payable - related parties	1,498	1,941
Current portion of long-term debt, net	6,442	5,557
Current portion of obligations under finance leases	2,246	2,274
Current portion of obligations under operating leases	3,933	2,482
Accrued expenses and other liabilities	15,717	12,138
TOTAL CURRENT LIABILITIES	168,942	155,264
Long-term debt, net of current portion	116,990	81,811
Promissory note payable - related party	0	4,500
Obligations under finance leases, non-current	11,187	11,676
Obligations under operating leases, non-current	12,085	9,251
Deferred tax liabilities	36,064	39,455
Lease guarantee liability, net of current portion	5,549	0
TOTAL LIABILITIES	350,817	301,957
Commitments and contingencies (Note 15)
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value, 100,000,000 shares authorized, 53,813,366 and 53,706,392 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	5	5
Additional paid-in capital	597,738	597,227
Accumulated deficit	(302,470)	(306,284)
TOTAL SHAREHOLDERS' EQUITY ATTRIBUTABLE TO HF FOODS GROUP INC.	295,273	290,948
Noncontrolling interests	4,587	4,041
TOTAL SHAREHOLDERS’ EQUITY	299,860	294,989
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 650,677	$ 596,946

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)		53,706,392
Common stock, outstanding (in shares)		53,706,392

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
TOTAL NET REVENUE	$ 300,711	$ 215,542	$ 878,568	$ 568,468
TOTAL COST OF REVENUE	249,218	173,630	723,778	461,994
GROSS PROFIT	51,493	41,912	154,790	106,474
Distribution, selling and administrative expenses	54,589	31,048	140,840	88,927
(LOSS) INCOME FROM OPERATIONS	(3,096)	10,864	13,950	17,547
Other expense (income)
Interest expense	2,274	902	5,101	2,732
Other income	(462)	(573)	(1,401)	(1,437)
Change in fair value of interest rate swap contracts	(284)	(52)	(850)	(1,371)
Lease guarantee expense	(58)	0	5,831	0
Total Other Expense (Income), net	1,470	277	8,681	(76)
(LOSS) INCOME BEFORE INCOME TAX PROVISION	(4,566)	10,587	5,269	17,623
Income tax (benefit) provision	(672)	2,676	1,529	4,738
NET (LOSS) INCOME AND COMPREHENSIVE INCOME	(3,894)	7,911	3,740	12,885
Less: net income (loss) attributable to noncontrolling interests	(30)	357	(74)	566
NET (LOSS) INCOME AND COMPREHENSIVE INCOME ATTRIBUTABLE TO HF FOODS GROUP INC.	$ (3,864)	$ 7,554	$ 3,814	$ 12,319
(LOSS) EARNINGS PER COMMON SHARE - BASIC (in dollars per share)	$ (0.07)	$ 0.15	$ 0.07	$ 0.24
(LOSS) EARNINGS PER COMMON SHARE - DILUTED (in dollars per share)	$ (0.07)	$ 0.15	$ 0.07	$ 0.24
WEIGHTED AVERAGE SHARES - BASIC (in shares)	53,798,131	51,913,411	53,716,464	51,913,411
WEIGHTED AVERAGE SHARES - DILUTE (in shares)	53,798,131	51,932,712	53,981,687	51,919,932
Third Parties
TOTAL NET REVENUE	$ 298,929	$ 213,179	$ 873,218	$ 560,629
TOTAL COST OF REVENUE	247,703	171,431	719,052	453,990
Related Parties
TOTAL NET REVENUE	1,782	2,363	5,350	7,839
TOTAL COST OF REVENUE	$ 1,515	$ 2,199	$ 4,726	$ 8,004

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ 3,740	$ 12,885
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	18,245	14,233
Gain from disposal of property and equipment	(1,327)	(33)
Provision for doubtful accounts	226	(374)
Deferred tax benefit	(3,391)	(2,126)
Income from equity method investment	(317)	(67)
Return on equity method investment	147	0
Change in fair value of interest rate swap contracts	(849)	(1,371)
Stock-based compensation	673	375
Amortization of debt issuance and other debt-related costs	144	120
Non-cash lease expense	2,562	580
Lease guarantee expense	5,831	0
Other operating expense	502	0
Changes in operating assets and liabilities (excluding effects of acquisitions):
Accounts receivable	(8,221)	(8,861)
Accounts receivable - related parties	(178)	296
Inventories	(15,988)	(18,704)
Advances to suppliers - related parties	0	197
Other current assets	(3,769)	1,974
Other long-term assets	(593)	(451)
Accounts payable	8,953	14,083
Accounts payable - related parties	(443)	644
Operating lease liabilities	(2,530)	(489)
Accrued expenses and other liabilities	3,515	(1,578)
Net cash provided by operating activities	6,932	11,333
Cash flows from investing activities:
Purchase of property and equipment	(5,745)	(1,521)
Proceeds from disposal of property and equipment	7,805	77
Payment made for acquisition of noncontrolling interest	0	(5,000)
Payment made for acquisition of Sealand	(34,849)	0
Payment made for acquisition of Great Wall Group	(17,445)	0
Net cash used in investing activities	(50,234)	(6,444)
Cash flows from financing activities:
Checks issued not presented for payment	682	4,583
Proceeds from line of credit	938,251	582,617
Repayment of line of credit	(922,080)	(577,974)
Proceeds from long-term debt	45,956	0
Repayment of long-term debt	(9,614)	(4,544)
Payment of debt financing costs	(556)	0
Repayment of promissory note payable - related party	(4,500)	(2,000)
Repayment of obligations under finance leases	(1,876)	(1,577)
Proceeds from noncontrolling interest shareholder	240	180
Cash distribution to shareholders	(187)	(212)
Net cash provided by (used in) financing activities	46,316	1,073
Net increase in cash	3,014	5,962
Cash at beginning of the period	14,792	9,581
Cash at end of the period	17,806	15,543
Supplemental disclosure of cash flow data:
Cash paid for interest	3,873	2,948
Cash paid for income taxes	8,358	5,680
Supplemental disclosure of non-cash operating, investing and financing activities:
Right of use assets obtained in exchange for operating lease liabilities	6,815	2,108
Property acquired in exchange for finance leases	1,272	8,554
Property and equipment purchases from notes payable	0	257
Intangible asset acquired in exchange for noncontrolling interests	$ 566	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Total Shareholders’ Equity Attributable to HF Foods Group Inc.	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Noncontrolling Interests
Beginning Balance (in shares) at Dec. 31, 2020			51,913,411
Beginning Balance at Dec. 31, 2020	$ 263,522	$ 259,155	$ 5	$ 587,579	$ (328,429)	$ 4,367
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,658	1,358			1,358	300
Distribution to shareholders	(73)					(73)
Ending Balance (in shares) at Mar. 31, 2021			51,913,411
Ending Balance at Mar. 31, 2021	265,107	260,513	$ 5	587,579	(327,071)	4,594
Beginning Balance (in shares) at Dec. 31, 2020			51,913,411
Beginning Balance at Dec. 31, 2020	263,522	259,155	$ 5	587,579	(328,429)	4,367
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	12,885
Capital contributions by shareholders	180					180
Ending Balance (in shares) at Sep. 30, 2021			51,913,411
Ending Balance at Sep. 30, 2021	271,750	267,993	$ 5	584,098	(316,110)	3,757
Beginning Balance (in shares) at Mar. 31, 2021			51,913,411
Beginning Balance at Mar. 31, 2021	265,107	260,513	$ 5	587,579	(327,071)	4,594
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3,316	3,407			3,407	(91)
Acquisition of noncontrolling interest	(5,000)	(3,856)		(3,856)		(1,144)
Distribution to shareholders	(77)					(77)
Ending Balance (in shares) at Jun. 30, 2021			51,913,411
Ending Balance at Jun. 30, 2021	263,346	260,064	$ 5	583,723	(323,664)	3,282
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	7,911	7,554			7,554	357
Distribution to shareholders	(62)					(62)
Stock-based compensation	375	375		375
Ending Balance (in shares) at Sep. 30, 2021			51,913,411
Ending Balance at Sep. 30, 2021	271,750	267,993	$ 5	584,098	(316,110)	3,757
Beginning Balance (in shares) at Dec. 31, 2021			53,706,392
Beginning Balance at Dec. 31, 2021	294,989	290,948	$ 5	597,227	(306,284)	4,041
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3,140	3,114			3,114	26
Capital contributions by shareholders	806					806
Distribution to shareholders	(89)					(89)
Stock-based compensation	290	290		290
Ending Balance (in shares) at Mar. 31, 2022			53,706,392
Ending Balance at Mar. 31, 2022	299,136	294,352	$ 5	597,517	(303,170)	4,784
Beginning Balance (in shares) at Dec. 31, 2021			53,706,392
Beginning Balance at Dec. 31, 2021	294,989	290,948	$ 5	597,227	(306,284)	4,041
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3,740
Ending Balance (in shares) at Sep. 30, 2022			53,813,366
Ending Balance at Sep. 30, 2022	299,860	295,273	$ 5	597,738	(302,470)	4,587
Beginning Balance (in shares) at Mar. 31, 2022			53,706,392
Beginning Balance at Mar. 31, 2022	299,136	294,352	$ 5	597,517	(303,170)	4,784
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	4,494	4,564			4,564	(70)
Distribution to shareholders	(97)					(97)
Stock-based compensation	221	221		221
Ending Balance (in shares) at Jun. 30, 2022			53,706,392
Ending Balance at Jun. 30, 2022	303,754	299,137	$ 5	597,738	(298,606)	4,617
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(3,894)	(3,864)			(3,864)	(30)
Issuance of common stock pursuant to equity compensation plan (in shares)			138,412
Shares withheld for tax withholdings on vested stock awards (in shares)			(31,438)
Shares withheld for tax withholdings on vested stock awards	(162)	(162)		(162)
Stock-based compensation	162	162		162
Ending Balance (in shares) at Sep. 30, 2022			53,813,366
Ending Balance at Sep. 30, 2022	$ 299,860	$ 295,273	$ 5	$ 597,738	$ (302,470)	$ 4,587

ORGANIZATION AND BUSINESS DESCRIPTION	9 Months Ended
ORGANIZATION AND BUSINESS DESCRIPTION	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS DESCRIPTION	NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION Organization and General HF Foods Group Inc. and subsidiaries (collectively “HF Group”, or the “Company”) is an Asian foodservice distributor that markets and distributes fresh produce, seafood, frozen and dry food, and non-food products to primarily Asian restaurants and other foodservice customers throughout the United States. The Company's business consists of one operating segment, which is also its one reportable segment: HF Group, which operates solely in the United States. The Company's customer base consists primarily of Chinese and Asian restaurants, and it provides sales and service support to customers who mainly converse in Mandarin or Chinese dialects. On December 30, 2021, the Company completed the acquisition of Great Wall Seafood Supply, Inc., Great Wall Restaurant Supplier, Inc., and First Mart Inc. (collectively the “Great Wall Group”), and substantially all of the operating assets of the Great Wall Group’s seafood and restaurant products sales, marketing, and distribution businesses (the “Great Wall Acquisition”). The acquisition was completed as part of the Company’s strategy to develop a national footprint through expansion into the Midwest, Southwest and Southern regions of the United States. The total acquisition price for all operating assets and inventory was approximately $68.2 million. On April 29, 2022, the Company completed the acquisition of substantially all of the assets of Sealand Food, Inc. ("Sealand"). This included equipment, machinery and vehicles for cash consideration of $20.0 million plus, inventory for cash consideration of $14.4 million, and additional fixed assets for cash consideration of approximately $0.5 million (the "Sealand Acquisition"). The acquisition was completed as part of the Company’s strategy to develop a national footprint through continued expansion in the East Coast of the United States, from Massachusetts to Florida, as well as Pennsylvania, West Virginia, Ohio, Kentucky, and Tennessee. See Note 7 - Acquisitions for additional information on recent acquisitions. Independent Investigation Update In March 2020, an analyst report suggested certain improprieties in the Company’s operations. These allegations became the subject of two putative stockholder class action lawsuits which have subsequently been dismissed. In response to the allegations in the analyst report, the Company's Board of Directors appointed a Special Investigation Committee of Independent Directors (the “Special Investigation Committee”) to conduct an independent investigation with the assistance of independent legal counsel. As a result of the investigation, the SIC determined certain factual findings. Management evaluated the factual findings, as presented by the SIC, and analyzed them to determine which had impact on the historical financial statements, including disclosures, of the Company. In addition to the independent investigation, the Securities and Exchange Commission (“SEC”) initiated a formal, non-public investigation of the Company, and the SEC informally requested, and later issued a subpoena for, documents and other information. The subpoena relates to but is not necessarily limited to the matters identified in the class action lawsuits. The Special Investigation Committee and the Company are cooperating with the SEC. The SEC investigation is still ongoing. As with any SEC investigation, there is also the possibility of potential fines and penalties. At this time, however, there has not been any demand made by the SEC nor is it possible to estimate the amount of any such fines and penalties, should they occur. See Note 15 - Commitments and Contingencies for additional information.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been

included. These financial statements are condensed and should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended December 31, 2021 and 2020. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The accompanying consolidated financial statements include the accounts of HF Group and certain variable interest entities for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. For consolidated entities where we own or are exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interest in its consolidated statements of income equal to the percentage of the economic or ownership interest retained in such entity by the respective noncontrolling party.

Variable Interest Entities

GAAP provides guidance on the identification of VIEs and financial reporting for entities over which control is achieved through means other than voting interests. The Company evaluates each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether the Company is the primary beneficiary of such VIE. In determining whether the Company is the primary beneficiary, the Company considers if the Company (1) has power to direct the activities that most significantly affect the economic performance of the VIE, and (2) receives the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, the Company consolidates the VIE.

Noncontrolling Interests

GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of the Company’s condensed consolidated balance sheet. In addition, the amounts attributable to the net income of those subsidiaries are reported separately in the condensed consolidated statements of operations and comprehensive income.

As of September 30, 2022 and December 31, 2021, noncontrolling interest equity consisted of the following:


($ in thousands)	Ownership of Noncontrolling Interest	September 30, 2022		December 31, 2021
HF Foods Industrial, Inc. ("HFFI")	45.00%	$	527	$	462
Min Food, Inc.	39.75%	1,618		1,363
Monterey Food Service, LLC	35.00%	452		453
Ocean West Food Services, LLC	32.50%	1,900		1,763
Syncglobal Inc.(a)	43.00%	90		—
Total		$	4,587	$	4,041

_______________

(a)During the three months ended March 31, 2022, the Company entered into a joint venture with Syncglobal Inc. contributing $0.6 million and acquiring developed technology. During the three months ended June 30, 2022, the joint venture began to wind down operations, accordingly, the developed technology was fully impaired. See Note 7 - Goodwill and Intangibles for additional information.

Uses of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts, inventory reserves, useful lives of property and equipment, lease assumptions, impairment of long-lived assets, impairment of long-term investments, lease guarantee liability, impairment of goodwill, the purchase price allocation and fair value of assets and liabilities acquired with respect to business combinations, realization of deferred tax assets, uncertain income tax positions, the liability for self-insurance and stock-based compensation.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 (“ASU 2016-13”), Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was further amended in

November 2019 in “Codification Improvements to Topic 326, Financial Instruments-Credit losses”. This guidance is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. For emerging growth companies, the effective date has been extended to fiscal years beginning after December 15, 2022. The Company will adopt this ASU within the annual reporting period ending as of December 31, 2022 with an effective date of January 1, 2022 because, as of December 31, 2022, the Company will no longer be an emerging growth company. The Company is currently assessing the impact of adopting this standard, but based upon its preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree's financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements, but does not expect it to have a material impact.

VARIABLE INTEREST ENTITIES	9 Months Ended
VARIABLE INTEREST ENTITIES	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
VARIABLE INTEREST ENTITIES	VARIABLE INTEREST ENTITIES The Company has three VIEs for which the Company is not the primary beneficiary and therefore does not consolidate, and 14 VIEs for which the Company was the primary beneficiary and consolidates. The VIEs are summarized as follows noting which VIE's the Company no longer has transactions with in 2022: •Unconsolidated VIEs (collectively "Unconsolidated VIEs"): •Revolution Industry, LLC (“Revolution Industry”) – Supplier of goods (until March 2021) •UGO USA, Inc. (“UGO”) – Supplier of online goods, customer, and lessee (until April 2021) •AnHeart, Inc. ("AnHeart") •Consolidated VIEs (collectively "Consolidated VIEs"): •FUSO Trucking LLC ("FUSO") •13 staffing agencies (collectively, the “Staffing Agencies”) – Suppliers of staffing services through 2021: •Anfu, Inc. •Anshun, Inc. •Chen Enterprises (until December 2020) •Georgia Kam (until December 2020) •Inchoi, Inc. •Malways, Inc. •Rousafe •S&P •SNP •Suntone •THLI, Inc. (until December 2020) •THLR, Inc. (until December 2020) •TWRR, Inc. (until December 2020) Consolidated VIEs FUSO FUSO was established solely to provide exclusive trucking services to the Company. The entity lacks sufficient equity to finance its activities without additional subordinated financial support from the Company, and the Company has the power to direct the VIEs’ activities. In addition, the Company receives the economic benefits from the entity and has concluded that the Company is the primary beneficiary. The carrying amounts of the assets, liabilities, the results of operations and cash flows of the VIE included in the Company’s consolidated balance sheets, statements of income and comprehensive income (loss) and statements of cash flows are immaterial. Staffing Agencies The Staffing Agencies were set up by an employee of the Company, or their relatives, and provided temporary labor services exclusively to the Company at the direction of the Company. There were no other substantive business activities of the Staffing Agencies. There were immaterial assets held, immaterial liabilities owed by the Staffing Agencies and immaterial equity. The Company has determined it was the primary beneficiary for the Staffing Agencies through December 31, 2021 as it controlled how and when the labor force would be utilized. The Company did not have any guarantees, commitments or other forms of financing to the Staffing Agencies. Beginning January 1, 2022, the Company no longer has involvement with any of the Staffing Agencies. Unconsolidated VIEs Revolution Industry and UGO Revolution Industry was established to produce egg roll mix for the Company. UGO was originally designed to be an online marketplace for various Asian goods. Revolution Industry and UGO were thinly capitalized and were not able to finance their activities without additional subordinated support. The former Co-CEO's (Mr. Ni) son, as sole equity holder of Revolution Industry, had unilateral control over the ongoing activities of Revolution Industry and significantly benefited from their operations. Therefore, the Company is not the primary beneficiary for Revolution Industry. The former Co-CEO (Mr. Ni) and his niece, as equity holders, had unilateral control over the ongoing activities of UGO and significantly benefited from its operations. Therefore, the Company is not the primary beneficiary for UGO. Revolution Industry and UGO are also related parties and were generally the Company’s suppliers or customers and the Company did not have other involvement with these entities. Therefore, the Company’s exposure to loss due to its involvement with these entities was limited to amounts due from these entities. The Company did not have any guarantees, commitments, or other forms of financing with these entities. All transactions with Revolution Industry and UGO ceased in 2021, therefore, these entities are no longer considered VIE's as of September 30, 2022. Related party transactions, such as purchases of goods and services, with Revolution Industry and UGO are disclosed in Note 13 - Related Party Transactions. AnHeart AnHeart, Inc. ("AnHeart") was previously a subsidiary of the Company designed to sell traditional Chinese medicine, sold to a third-party in February 2019. As discussed in Note 15 - Commitments and Contingencies, after the sale, the Company continued to provide a guarantee for all rent and related costs associated with two leases of AnHeart in Manhattan, New York. The Company reassessed its relationship with AnHeart and determined that AnHeart is a VIE as a result of the guarantee. However, the Company concluded it was not the primary beneficiary of AnHeart because it does not have the power to direct the activities of AnHeart that most significantly impact AnHeart's economic performance. Therefore, the Company is not the primary beneficiary for AnHeart. Please refer to Note 15 - Commitments and Contingencies for additional information regarding the Company's maximum exposure to loss to AnHeart.

REVENUE

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

NOTE 4 - REVENUE

The Company recognizes revenue from the sale of products when control of each product passes to the customer and the customer accepts the goods, which occurs at delivery. Sales taxes invoiced to customers and remitted to government authorities are excluded from net sales.

The Company follows ASC Topic 606 ("ASC 606"), Revenue from Contracts with Customers. The Company recognizes revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfer to a customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The Company’s revenue streams are recognized at a specific point in time.

For the three and nine months ended September 30, 2022 and 2021, revenue recognized from performance obligations related to prior periods was immaterial. Revenue expected to be recognized in any future periods related to remaining performance obligations is immaterial.

The following table presents the Company’s net revenue disaggregated by principal product categories:


	Three Months Ended September 30,								Nine Months Ended September 30,
($ in thousands)	2022				2021				2022				2021
Asian Specialty	$	73,380	24	%	$	62,592	29	%	$	223,393	25	%	$	170,433	30	%
Commodity	17,480		6	%	11,905		6	%	48,833		6	%	35,322		6	%
Fresh Produce	31,260		10	%	27,251		13	%	92,215		10	%	72,376		13	%
Meat and Poultry	63,647		21	%	61,283		28	%	187,671		21	%	152,895		27	%
Packaging and Other	20,867		7	%	17,909		8	%	64,176		7	%	49,460		9	%
Seafood	94,077		32	%	34,602		16	%	262,280		31	%	87,982		15	%
Total	$	300,711	100	%	$	215,542	100	%	$	878,568	100	%	$	568,468	100	%

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

BALANCE SHEET COMPONENTS

9 Months Ended

Sep. 30, 2022

Balance Sheet Components [Abstract]

BALANCE SHEET COMPONENTS

NOTE 5 - BALANCE SHEET COMPONENTS

Accounts receivable, net consisted of the following:


(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable	$	45,334	$	37,121
Less: allowance for doubtful accounts	(1,058)		(840)
Accounts receivable, net	$	44,276	$	36,281

Movement of allowance for doubtful accounts is as follows:


	Nine Months Ended September 30,
(In thousands)	2022		2021
Beginning balance	$	840	$	909
Increase (decrease) in provision for doubtful accounts	226		(374)
Write off	(8)		(186)
Ending balance	$	1,058	$	349

Long-term investments consisted of the following:


(In thousands)	Ownership as of September 30, 2022	September 30, 2022		December 31, 2021
Asahi Food, Inc.	49%	$	832	$	662
Pt. Tamron Akuatik Produk Industri ("Tamron")	12%	1,800		1,800
Total		$	2,632	$	2,462

The investment in Tamron is accounted for using the measurement alternative under ASC Topic 321 (“ASC 321”), Investments – Equity Securities, which is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments, if any. The investment in Asahi Food, Inc. is accounted for under the equity method due to the fact that the Company has significant influence but does not exercise control over this investee. The Company determined there was no impairment as of September 30, 2022 and December 31, 2021 for these investments.

Property and equipment, net consisted of the following:


(In thousands)	September 30, 2022		December 31, 2021
Automobiles	$	34,794	$	31,577
Buildings	70,881		68,998
Building improvements	12,023		19,004
Furniture and fixtures	356		211
Land	49,920		51,412
Machinery and equipment	17,636		14,114
Total property and equipment at cost	185,610		185,316
Less: accumulated depreciation	(44,310)		(39,408)
Property and equipment, net	$	141,300	$	145,908

Depreciation expense was $2.2 million and $2.0 million for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense was $6.6 million and $6.0 million for the nine months ended September 30, 2022 and 2021, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS	9 Months Ended
FAIR VALUE OF FINANCIAL INSTRUMENTS	Sep. 30, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows the provisions of ASC Topic 820 ("ASC 820"), Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: •Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. •Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. •Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions about what assumptions market participants would use in pricing the asset or liability based on the best available information. Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented herein. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, other current assets, accounts payable, checks issued not presented for payment, and accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. The carrying value of the variable rate debt approximates its fair value because of the variability of interest rates associated with these instruments. For the Company's fixed rate debt, the fair values were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements. As of September 30, 2022, the carrying value of the fixed rate debt was $4.7 million and the fair value was $4.1 million. As of December 31, 2021, the carrying value of the fixed rate debt, which included the Company's promissory note payable to related party, was $15.0 million and the fair value was $12.2 million. The variable and fixed rate debt are both classified as Level 2. Please refer to Note 10 - Debt and Note 13 - Related Party Transactions for additional information regarding the Company's debt. Of the $4.7 million of fixed rate debt as of September 30, 2022, $2.4 million is attributable to real estate term loans with East West Bank, $2.0 million is attributable to vehicle and equipment term loans with Bank of America, and $0.3 million is attributable to vehicle loans with other financial institutions. Of the $15.0 million of fixed rate debt as of December 31, 2021, $4.5 million is related to the Company’s promissory note payable to related party, $2.5 million is attributable to real estate term loans with East West Bank, $2.7 million is attributable to vehicle and equipment term loans with Bank of America, $4.5 million is attributable to loans with First Horizon Bank, and $0.8 million is attributable to vehicle loans with other financial institutions. Please refer to Note 9 - Derivative Financial Instruments for additional information regarding the fair value of the Company's derivative financial instruments which are classified as Level 2.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

ACQUISITONS

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITONS

NOTE 7 - ACQUISITIONS

Sealand Acquisition

On April 29, 2022, the Company completed the acquisition of substantially all of the operating assets of Sealand including equipment, machinery and vehicles. The acquisition was completed to expand the Company's territory along the East Coast, from Massachusetts to Florida, as well as Pennsylvania, West Virginia, Ohio, Kentucky, and Tennessee.

The price for the purchased assets was $20.0 million paid in cash at closing. In addition to the closing cash payment, the Company separately acquired all of the Sellers' saleable product inventory for approximately $14.4 million and additional fixed assets for approximately $0.5 million. The Company is in the process of finalizing its purchase accounting, which relates to the valuation of intangible assets, which may impact the valuation of goodwill.

The Company accounted for this transaction under ASC 805, Business Combinations, by applying the acquisition method of accounting and established a new basis of accounting on the date of acquisition. The assets acquired by the Company were measured at their estimated fair values as of the date of acquisition. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represent synergies and benefits expected as a result from combining operations with an emerging national presence. The transaction costs for the acquisition totaled approximately $0.7 million and were reflected in distribution, selling and administrative expenses in the unaudited condensed consolidated statement of operations and comprehensive income for the nine months ended September 30, 2022.

The information included herein has been prepared based on the allocation of the purchase price using estimates of the fair value of assets acquired and liabilities assumed which were determined using a combination of quoted market prices, discounted cash flows, and other estimates made by management. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets and liabilities acquired are fully evaluated by the Company, not to exceed one year as permitted under ASC 805.

Preliminary Purchase Price Allocation

The Company has performed an allocation of the total consideration paid to acquire the assets and liabilities of Sealand, as set forth below:


(In thousands)	Amount
Inventory	$	13,846
Property plant, and equipment	1,424
Right-of-use assets	127
Intangible assets	14,717
Total assets acquired	30,114

Obligations under operating leases	127
Total liabilities assumed	127
Net assets	29,987
Goodwill	4,861
Total consideration	$	34,848

The Company recorded acquired intangible assets of $14.7 million, which were measured at fair value using Level 3 inputs. These intangible assets include tradenames and trademarks of $4.4 million, customer relationships of $8.9 million and non-compete agreements of $1.4 million. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology and Level 3 inputs including a discount rate. The fair value of tradenames and trademarks was determined by applying the income approach utilizing the relief from royalty methodology and Level 3 inputs including a royalty rate of 1% and a discount rate. The fair value of non-competition agreements was determined by applying the income approach and Level 3 inputs including a discount rate. Discount rates used in determining fair values for customer relationships, tradenames and trademarks, and non-competition agreements ranged from 17.5% to 18.0%. The useful lives of the tradenames and trademarks are ten years, customer relationships are ten years and non-compete agreements are three years, with a weighted average amortization period of approximately nine years. The associated goodwill is deductible for tax purposes.

Great Wall Acquisition

On December 30, 2021, the Company executed an Asset Purchase Agreement with Great Wall Seafood Supply Inc., a Texas Corporation; Great Wall Restaurant Supplier Inc., an Ohio Corporation, and First Mart Inc., an Illinois Corporation (collectively the “Great Wall Group”) to purchase substantially all of the operating assets of the Great Wall Group’s seafood and restaurant products sales, marketing, and distribution businesses (the “Great Wall Acquisition”). The acquisition was completed as part of the Company’s strategy to develop a national footprint through expansion into the Midwest, Southwest and Southern regions of the United States.

The final aggregate price for the purchased assets was $43.7 million with $30.8 million paid in cash at closing and the issuance of 1,792,981 shares of common stock of the Company (based on a 60-day VWAP of $7.36), with a fair value of $12.9 million based on the share price of $8.11 per share at closing and an 11.5% discount due to a lock-up restriction. In addition to the closing cash payment, the Company separately acquired all of the Sellers’ saleable product inventory for approximately $24.3 million (fair value of $24.7 million) of which approximately $6.8 million was paid during the year ended December 31, 2021 and $17.4 million was recorded in accounts payable on the consolidated balance sheets as of December 31, 2021. The Company also acquired additional vehicles for approximately $0.2 million. As such, the total acquisition price for all operating assets and inventory was approximately $68.2 million. During the three months ended March 31, 2022, the Company paid $17.4 million to acquire the remaining saleable product inventory.

The Company accounted for this transaction under ASC 805, Business Combinations, by applying the acquisition method of accounting and established a new basis of accounting on the date of acquisition. The assets acquired by the Company were measured at their estimated fair values as of the date of acquisition. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represent synergies and benefits expected as a result from combining operations with an emerging national presence. The transaction costs for the acquisition were reflected in distribution, selling and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss) and totaled $0.4 million for the nine months ended September 30, 2022.

Purchase Price Allocation

The total consideration paid to acquire the assets and liabilities of the Great Wall Group is as set forth below:


(In thousands)	Amount
Inventory	$	24,728
Property plant, and equipment	1,537
Intangible assets	30,145
Total assets acquired	56,410
Goodwill	11,745
Total consideration	$	68,155

The Company recorded acquired intangible assets of $30.1 million, which were measured at fair value using Level 3 inputs. These intangible assets include tradenames and trademarks of $10.5 million, customer relationships of $17.2 million and non-compete agreements of $2.4 million. The fair value of customer relationships was determined by applying the income approach utilizing the excess earnings methodology and Level 3 inputs including a discount rate. The fair value of tradenames and trademarks was determined by applying the income approach utilizing the relief from royalty methodology and Level 3 inputs including a royalty rate of 1% and a discount rate. The fair value of non-competition agreements was determined by applying the income approach and Level 3 inputs including a discount rate. Discount rates used in determining fair values for customer relationships, tradenames and trademarks, and non-competition agreements ranged from 11.5% to 14.0%. The useful lives of the tradenames and trademarks are ten years, customer relationships are ten years and non-compete agreements are three years, with a weighted average amortization period of approximately nine years. The associated goodwill is deductible for tax purposes.

Unaudited Supplemental Pro Forma Financial Information

The following table presents the Company’s unaudited pro forma results for the three and nine months ended September 30, 2022, as if both the Great Wall Acquisition and Sealand Acquisition had been consummated on January 1, 2021. The unaudited pro forma financial information presented includes the effects of adjustments related to the amortization of acquired intangible assets and excludes synergies and other non-recurring transaction costs directly associated with the acquisition such as legal and other professional service fees. Statutory rates were used to calculate income taxes. Accordingly, the unaudited pro forma information does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations.


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Pro forma net revenue	$	300,712	$	288,157	$	910,397	$	769,881
Pro forma net income	(3,364)		13,163		$	3,316	20,325
Pro forma net income attributable to HF Group	(3,368)		12,806		$	3,389	19,758

GOODWILL AND ACQUIRED INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND ACQUIRED INTANGIBLE ASSETS

NOTE 8 - GOODWILL AND ACQUIRED INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill are presented below:


(In thousands)	Amount
Balance at December 31, 2021	$	80,257
Acquisition of Sealand Food, Inc.	4,861
Balance at September 30, 2022	$	85,118

The Company’s policy is to test goodwill for impairment annually in the fourth quarter or more frequently if certain triggering events or circumstances indicate it could be impaired. The Company is monitoring the decline in its stock price and the potential for this to impact its recorded goodwill. While the Company has determined there to be no triggering events at September 30, 2022, a sustained decline in the Company’s stock price could result in the Company performing a quantitative test of impairment in the fourth quarter.

Acquired Intangible Assets

The components of the intangible assets are presented below:


	September 30, 2022						December 31, 2021
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-competition agreement	$	3,892	$	(808)	$	3,084	$	2,407	$	—	$	2,407
Tradenames	44,256		(9,567)		34,689		39,833		(6,349)		33,484
Customer relationships	185,266		(24,876)		160,390		176,408		(17,247)		159,161
Developed technology	440		(440)		—		—		—		—
Total	$	233,854	$	(35,691)	$	198,163	$	218,648	$	(23,596)	$	195,052

Amortization expense for intangible assets was $4.1 million and $2.7 million for the three months ended September 30, 2022 and September 30, 2021, respectively. Amortization expense for intangible assets was $11.7 million and $8.2 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. During the nine months ended September 30, 2022, the Company impaired its acquired developed technology and recognized impairment expense of $0.4 million in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

DERIVATIVE FINANCIAL INSTRUMENTS	9 Months Ended
DERIVATIVE FINANCIAL INSTRUMENTS	Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE FINANCIAL INSTRUMENTS	NOTE 9 - DERIVATIVE FINANCIAL INSTRUMENTS The Company utilizes interest rate swaps ("IRS") contracts for the sole purpose of mitigating interest rate fluctuation risk associated with floating rate debt instruments (as defined in Note 10 - Debt). The Company does not use any other derivative financial instruments for trading or speculative purposes. On August 20, 2019, HF Group entered into two IRS contracts with East West Bank (the "EWB IRS") for initial notional amounts of $1.1 million and $2.6 million, respectively. The EWB IRS contracts were entered into in conjunction with two mortgage term loans of corresponding amounts that were priced at USD 1-month LIBOR (London Interbank Offering Rate) plus 2.25% per annum for the entire duration of the term loans. The EWB IRS contracts fixed the two term loans at 4.23% per annum until maturity in September 2029. On December 19, 2019, HF Group entered into an IRS contract with Bank of America (the "BOA IRS") for an initial notional amount of $2.7 million in conjunction with a newly contracted mortgage term loan of corresponding amount. The term loan was contracted at USD 1-month LIBOR plus 2.15% per annum, but was fixed at 4.25% per annum resulting from the corresponding BOA IRS contract. On December 19, 2021, the Company entered into the Second Amendment to Loan Agreement, which pegged the mortgage term loan to SOFR (Secured Overnight Financing Rate) + 2.5%. The BOA IRS was modified accordingly to fix the SOFR based loan to approximately 4.50%. The term loan and corresponding BOA IRS contract mature in December 2029. On June 24, 2020, HF Group entered into a forward starting IRS contract with J.P. Morgan Chase Bank (the "JPM IRS") for a fixed $80.0 million notional amount, effective from June 30, 2021 and expiring on June 30, 2025, as a means to partially hedge its existing floating rate loans exposure. On March 3, 2021, the Company unwound the JPM IRS. The contract was unwound with a view that 1-month LIBOR will continue to remain low in the foreseeable future despite the spike at the long end of the yield curve. The Company recorded a gain of approximately $0.7 million in the three months ended March 31, 2021. The Company evaluated the above mentioned interest rate swap contracts currently in place and did not designate those as cash flow hedges. Hence, the fair value change on the aforementioned interest rate swap contracts are accounted for and recognized as a change in fair value of interest rate swap contracts in the unaudited condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2022, the Company determined that the fair value of the IRS contracts in an asset position was $0.6 million, which is included in other current assets in the unaudited condensed consolidated balance sheets. As of December 31, 2021, the Company determined that the fair value of the interest rate swap contracts in a liability position was $0.3 million, which is included in accrued expenses and other liabilities in the unaudited condensed consolidated balance sheets. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in its assessment of fair value. The IRS are classified as Level 2 in the fair value hierarchy.

DEBT

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

DEBT

NOTE 10 - DEBT

On November 4, 2019, the Company entered into a credit agreement with J.P. Morgan Chase Bank (the “JPM Credit Agreement”). The JPM Credit Agreement provided for a $100.0 million asset-secured revolving credit facility maturing on November 4, 2022, with an option to renew at the bank’s discretion. On January 17, 2020, the Company and certain of its wholly-owned subsidiaries and affiliates of the Company as borrowers, and certain material subsidiaries of the Company as guarantors, entered into the Second Amended Credit Agreement ("Second Amended Credit Agreement"). On December 31, 2021, the Company entered into the Consent, Waiver, Joinder and Amendment No. 3 to the Second Amended Credit Agreement with JP Morgan, as Administrative Agent, and certain lender parties thereto including Comerica Bank. The Second Amended Credit Agreement, provided for (i) a $100.0 million asset-secured revolving credit facility maturing on November 4, 2022 (the “Revolving Facility”), and (ii) a mortgage-secured term loan of $75.6 million (the "Term Loan"), and (iii) amendment to the referenced interest rate from 1-month LIBOR to 1-month Secured Overnight Financing Rate (“SOFR”) plus a credit adjustment of 0.1% (difference between LIBOR and SOFR plus 1.375% per annum).

The existing revolving credit facility balance under the Second Amended Credit Agreement, was rolled over to the Revolving Facility on December 30, 2021. On the same day, the Company utilized an additional $33.3 million drawdown from the Revolving Facility to fund the Great Wall Acquisition. The Second Amended Credit Agreement, as amended, contains certain financial covenants, including, but not limited to, a fixed charge coverage ratio and effective tangible net worth.

On March 31, 2022, the Company amended the JPM Credit Agreement extending the Revolver Facility for five years with a maturity date of November 4, 2027. The amendment provides for a $100.0 million asset-secured revolving credit facility with a 1-month SOFR plus a credit adjustment of 0.1% plus 1.375% per annum as well as an increase in the Term Loan from $69.0 million to $115.0 million with a 1-month SOFR plus a credit adjustment of 0.1% plus 1.875% per annum, (the "2022 Credit Agreement"). In connection with the amendment, the Company incurred $0.6 million in financing fees, of which $0.5 million will be amortized over the life of the respective facilities. Additionally, $0.1 million of the unamortized financing fees related to the Revolving Facility has been deferred and will be amortized over the life of the Revolving Facility.

As of September 30, 2022, the Company was in compliance with its covenants. Subsequent to September 30, 2022, the Company's lenders consented to the delivery of the Company's 2021 audited financial statements on or before January 31, 2023. The outstanding principal balance on the line of credit as of September 30, 2022 was $71.3 million.

Long-Term Debt

Long-term debt at September 30, 2022 and December 31, 2021 is as follows:


					(in thousands)
Bank Name	Maturity	Interest Rate as of September 30, 2022			September 30, 2022		December 31, 2021
Bank of America (a)	October 2022 - December 2029	3.73%	—	5.80%	$	4,514	$	5,134
East West Bank (b)	August 2027 - September 2029	4.25%	—	4.40%	5,863		5,994
First Horizon Bank (c)	Paid off in May 2022	—			—		4,571
J.P. Morgan Chase (d)	February 2023 - January 2030	2.93%	—	3.05%	113,163		70,866
Other finance institutions (e)	October 2022 - March 2024	3.90%	—	6.14%	204		838
Total debt, principal amount					123,744		87,403
Debt issuance costs					(312)		(35)
Total debt, carrying value					123,432		87,368
Less: current portion					(6,442)		(5,557)
Long-term debt					$	116,990	$	81,811

_______________

(a)Loan balance consists of real estate term loan, equipment term loans, and vehicle term loans, collateralized by one real property and specific equipment and vehicles. The real estate term is pegged to TERM SOFR + 2.5%.

(b)Real estate term loans with East West Bank are collateralized by four real properties. Balloon payments of $1.8 million and $2.9 million are due at maturity in 2027 and 2029, respectively.

(c)Secured by real property. During the nine months ended September 30, 2022, the Company sold the real property for approximately $7.2 million to Enson Seafood (a related party), recognized a gain of $1.5 million, which is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss), and used a portion of the proceeds to pay the $4.5 million loan outstanding with First Horizon Bank.

(d)Real estate term loan with a principal balance of $112.6 million as of September 30, 2022 and $69.8 million as of December 31, 2021 is secured by assets held by the Company and has a maturity date of January 2030. Equipment term loan with a principal balance of $0.5 million as of September 30, 2022 and $1.0 million as of December 31, 2021 is secured by specific vehicles and equipment as defined in loan agreements. Equipment term loans mature in February 2023 and December 2023.

(e)Secured by vehicles.

The terms of the various loan agreements related to long-term bank borrowings require the Company to comply with certain financial covenants, including, but not limited to, a fixed charge coverage ratio and effective tangible net worth. As of September 30, 2022 and December 31, 2021, the Company was in compliance with its covenants. Subsequent to September 30, 2022, the Company's lenders consented to the delivery of the Company's 2021 audited financial statements on or before January 31, 2023.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE 11 - EARNINGS PER SHARE

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260 (“ASC 260”), Earnings per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS, but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, warrants and restricted stock) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There were 3,536 potential common shares related to total shareholder return performance-based restricted stock units that were excluded from the calculation of diluted EPS for the nine months ended September 30, 2022, because their effect would have been anti-dilutive. There were no anti-dilutive potential common shares for the three and nine months ended September 30, 2021.

The following table sets forth the computation of basic and diluted EPS:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except share and per share data)	2022		2021		2022		2021
Numerator:
Net (loss) income attributable to HF Foods Group Inc.	$	(3,864)	$	7,554	$	3,814	$	12,319

Denominator:
Weighted-average common shares outstanding	53,798,131		51,913,411		53,716,464		51,913,411
Effect of dilutive securities	—		19,301		265,223		6,521
Weighted-average dilutive shares outstanding	53,798,131		51,932,712		53,981,687		51,919,932

(Loss) earnings per common share:
Basic	$	(0.07)	$	0.15	$	0.07	$	0.24
Diluted	$	(0.07)	$	0.15	$	0.07	$	0.24

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 12 - INCOME TAXES The determination of the Company’s overall effective income tax rate requires the use of estimates. The effective income tax rate reflects the income earned and taxed in U.S. federal and various state jurisdictions based on enacted tax law, permanent differences between book and tax items, tax credits and the Company’s change in relative income in each jurisdiction. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and the Company’s effective income tax rate in the future. The Company has no operations outside the U.S., as such, no foreign income tax was recorded. For the three and nine months ended September 30, 2022, the Company's effective income tax rate of 14.7% and 29.0%, respectively, differed from the federal statutory tax rate primarily as a result of state income taxes. For the three and nine months ended September 30, 2021, the Company's effective income tax rate of 25.3% and 26.9% differed from the federal statutory tax rate primarily as a result of state income taxes.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS

NOTE 13 - RELATED PARTY TRANSACTIONS

The Company makes regular purchases from and sales to various related parties. Related party affiliations were attributed to transactions conducted between the Company and those business entities partially or wholly owned by the Company, the Company's officers and/or shareholders who owned no less than 10% shareholdings of the Company.

Mr. Zhou Min Ni ("Mr. Ni"), the Company's former Co-Chief Executive Officer, resigned from all of his official posts on February 23, 2021. Mr. Ni and his immediate family members are treated as related parties for purposes of this report because Mr. Ni is a principal holder of the Company's securities.

North Carolina Good Taste Noodle, Inc. ("NC Noodle") is a related party due to Mr. Jian Ming Ni's, a former Chief Financial Officer of the Company, continued ownership interest in NC Noodle.

Revolution Industry and UGO, are also considered non-consolidated VIEs as discussed further in Note 3 – Variable Interest Entities.

The related party transactions as of September 30, 2022 and December 31, 2021 and for the three and nine months ended September 30, 2022 and 2021 are identified as follows:

Related Party Sales and Purchases Transactions

The Company makes regular sales to and purchases from various related parties.

a.Purchase - related parties

Below is a summary of purchases of goods and services from related parties recorded for the three and nine months ended September 30, 2022 and 2021, respectively:


			Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)		Nature	2022		2021		2022		2021
(a)	Best Food Services, LLC	Trade	$	2,246	$	2,738	$	8,738	$	6,225
(b)	Eastern Fresh NJ LLC	Trade	—		1,457		1,093		4,425
(c)	Enson Group, Inc. (formerly "Enson Group, LLC")	Trade	—		—		—		128
(d)	First Choice Seafood, Inc.	Trade	25		106		134		266
(e)	Fujian RongFeng Plastic Co., Ltd.	Trade	—		808		398		2,398
(f)	North Carolina Good Taste Noodle, Inc.	Trade	1,798		1,345		5,226		3,938
(g)	Ocean Pacific Seafood Group Inc.	Trade	107		114		385		452
(h)	Revolution Industry, LLC	Trade	—		—		—		190
(i)	UGO USA Inc.	Trade	—		—		—		212
	Other	Trade	115		54		199		219
	Total		$	4,291	$	6,622	$	16,173	$	18,453

_______________

(a)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020.

(b)Mr. Ni owns an equity interest in this entity.

(c)Mr. Ni owns an equity interest in this entity.

(d)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(f)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

(g)Mr. Ni owns an equity interest in this entity.

(h)Raymond Ni, one of Mr. Ni’s family members, owns an equity interest in this entity. On February 25, 2021, Han Feng executed an asset purchase agreement to acquire the machinery and equipment of Revolution Industry, LLC ("RIL"). Han Feng has acquired substantially all of the operating assets used or held for use in such business operation for the amount of $250,000 plus the original wholesale purchase value of all verified, useable cabbage and egg roll mix inventory of RIL. Advances due from RIL at the time of transaction were an offset to the purchase price paid to RIL. Going forward, Han Feng has taken the egg roll production business in house and ceased its vendor relationship with RIL.

(i)Mr. Ni owns an equity interest in this entity.

b. Sales - related parties

Below is a summary of sales to related parties recorded for the three and nine months ended September 30, 2022 and 2021, respectively:


		Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)		2022		2021		2022		2021
(a)	ABC Food Trading, LLC	$	815	$	715	$	3,077	$	1,935
(b)	Asahi Food, Inc.	126		185		495		527
(c)	Best Food Services, LLC	189		309		1,058		709
(d)	Eagle Food Service, LLC	576		745		576		2,821
(e)	Eastern Fresh NJ LLC	—		55		—		155
(f)	Enson Group, Inc. (formerly "Enson Group, LLC")	—		—		—		53
(g)	Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”)	—		18		—		573
(h)	First Choice Seafood Inc	9		7		27		89
(i)	Fortune One Foods, Inc.	67		136		81		301
(i)	Heng Feng Food Services, Inc.	—		23		—		128
(j)	N&F Logistics, Inc.	—		164		36		531
	Other	—		6		—		17
	Total	$	1,782	$	2,363	$	5,350	$	7,839

_______________

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

(c)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to three Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020.

(d)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni owns an equity interest in this entity.

(f)Mr. Ni owns an equity interest in this entity.

(g)Mr. Ni owns an equity interest in this entity.

(h)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(i)Mr. Ni owns an equity interest in this entity.

(j)Mr. Ni owns an equity interest in this entity.

c. Lease agreements - related parties

The Company leases various facilities to related parties.

The Company leased a facility to UGO USA Inc. under an operating lease agreement which was mutually terminated by both parties effective April 1, 2021. No rental income was recorded for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021. Rental income was $7,000 for the nine months ended September 30, 2021 and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

The Company leased a facility to iUnited Services, LLC ("iUnited"), which has been determined to be a related party due to the equity ownership interest in iUnited of Mr. Jian Ming Ni, the Company's former Chief Financial Officer. The lease agreement was terminated in connection with the sale of the facility on November 3, 2021. The building and related land was sold to iUnited for $1.5 million and a gain of $0.8 million. Rental income for the three and nine months ended September 30, 2021 was $15,000 and $45,000, respectively, which is included in other income in the consolidated statements of operations and comprehensive income (loss).

The Company leased a production area to Revolution Industry, LLC under a month-to-month lease agreement. This lease agreement was terminated as a result of the asset purchase agreement executed on February 25, 2021. No rental income was recorded for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021. Rental income was $6,000 for the nine months ended September 30, 2021 and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

The Company leased a warehouse to Enson Seafood GA Inc. (formerly “GA-GW Seafood, Inc.”) under an operating lease agreement expiring on September 21, 2027. During the three months ended June 30, 2022, the Company sold the warehouse to Enson Seafood GA Inc. (see Note 10 - Debt for additional information). There was no rental income for the three months ended September 30, 2022. Rental income for the three months ended September 30, 2021 was $120,000 and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Rental income for nine months ended September 30, 2022 and 2021 was $200,000 and $360,000, respectively and is included in other income in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

In 2020, the Company renewed a warehouse lease from Yoan Chang Trading Inc. ("Yoan") under an operating lease agreement expiring on December 31, 2020. In February 2021, the Company executed a new five year operating lease agreement with Yoan effective January 1, 2021 and expiring on December 31, 2025. Rent incurred was $86,000 and $77,000 for the three months ended September 30, 2022 and 2021, respectively, and is included in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Rent incurred to the related party was $231,000 and $232,000 for the nine months ended September 30, 2022 and 2021, respectively, and is included in distribution, selling and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Related Party Balances

a.Accounts receivable - related parties, net

Below is a summary of accounts receivable with related parties recorded as of September 30, 2022 and December 31, 2021, respectively:


(In thousands)		September 30, 2022		December 31, 2021
(a)	ABC Food Trading, LLC	$	102	$	76
(b)	Asahi Food, Inc.	152		72
(c)	Best Food Services, LLC	—		1
	Other	174		100
	Total	$	428	$	249

_______________

(a)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to 3 Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020.

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

(c)Mr. Zhang previously owned an equity interest in this entity indirectly through its parent company as of October 31, 2020. This equity interest was transferred to 3 Irrevocable Trusts for the benefit of Mr. Zhang's children effective November 1, 2020.

All accounts receivable from these related parties are current and considered fully collectible. No allowance is deemed necessary as of September 30, 2022 and December 31, 2021.

b. Accounts payable - related parties, net

All the accounts payable to related parties are payable upon demand without interest. Below is a summary of accounts payable with related parties recorded as of September 30, 2022 and December 31, 2021, respectively:


(In thousands)		September 30, 2022		December 31, 2021
(a)	Best Food Services, LLC	$	788	$	699
(b)	Eastern Fresh NJ, LLC	18		581
(c)	North Carolina Good Taste Noodle, Inc.	581		595
	Other	111		66
	Total	$	1,498	$	1,941

_______________

(b)Mr. Ni owns an equity interest in this entity.

(c)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

c. Advances to suppliers - related parties, net

The Company periodically provides purchase advances to various vendors, including the related party suppliers. There were no advances to related party suppliers recorded as of September 30, 2022 and December 31, 2021.

d.Promissory note payable - related party

The Company issued a $7.0 million Unsecured Subordinated Promissory Note to BRGR (a related party via ownership by certain shareholders of the Company, and a former VIE through 2020) in January 2020 as part of the payment for the acquisition of BRGR. The note was to mature in January 2030 and carried a fixed interest rate of 6% per annum. There was no requirement to make principal repayments until maturity. During the three months ended June 30, 2022, the Company paid the remaining $4.5 million of the Unsecured Subordinated Promissory Note. Interest payments paid were $84,000 for the three months ended September 30, 2021. Interest payments paid were $129,000 and $282,000 for the nine months ended September 30, 2022 and 2021, respectively.

STOCK-BASED COMPENSATION	9 Months Ended
STOCK-BASED COMPENSATION	Sep. 30, 2022
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 14 - STOCK-BASED COMPENSATION In July 2021, the Company began issuing awards under the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan (the “2018 Incentive Plan”), which reserves up to 3,000,000 shares of the Company's common stock for issuance of awards to employees, non-employee directors and consultants. As of September 30, 2022, the Company had 549,613 time-based vesting restricted stock units (“RSUs”) outstanding, 119,396 performance-based restricted stock units (“PSUs”) outstanding, and 2,224,017 shares remaining available for future awards under the 2018 Incentive Plan. For the three and nine months ended September 30, 2022, stock-based compensation expense was $0.2 million and $0.7 million, respectively. For the three and nine months ended September 30, 2021, stock-based compensation expense was $0.4 million. Stock-based compensation expense is recorded in distribution, selling and administrative expenses in the Company's unaudited condensed consolidated statements of operations and comprehensive income. As of September 30, 2022, there was $2.9 million of total unrecognized compensation cost related to all non-vested outstanding RSUs and PSUs outstanding under the 2018 Incentive Plan, with a weighted average remaining service period of 2.60 years.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 15 - COMMITMENTS AND CONTINGENCIES

From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. When the Company becomes aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. In accordance with authoritative guidance, the Company records loss contingencies in its financial statements only for matters in which losses are probable and can be reasonably estimated. Where a range of loss can be reasonably estimated with no best estimate in the range, the Company records the minimum estimated liability. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the specific claim if the likelihood of a potential loss is reasonably possible and the amount involved is material. The Company continuously assesses the potential liability related to the Company’s pending litigation and revises its estimates when additional information becomes available. Adverse outcomes in some or all of these matters may result in significant monetary damages or injunctive relief against us that could adversely affect our ability to conduct our business. There also exists the possibility of a material adverse effect on our financial statements for the period in which the effect of an unfavorable outcome becomes probable and reasonably estimable.

On May 20, 2022, the Board of Directors of HF Group received a letter from a purported stockholder, James Bishop (the “Bishop Demand”). The Bishop Demand alleges that certain current and former officers and directors of HF Group engaged in misconduct and breached their fiduciary duties, and demands that HF Group investigate the allegations and, if warranted, assert claims against those current or former officers and directors. Many of the allegations contained in the Bishop Demand were the subject of a shareholder derivative action that Bishop filed in August 2020 (the “Bishop Derivative Action”). On November 24, 2021, after the United States District Court for the Central District of California dismissed with prejudice a related securities

class action, captioned Mendoza v. HF Foods Group Inc. et al., the Bishop Derivative Action was voluntarily dismissed without prejudice.

On June 30, 2022, the Board of Directors of HF Group resolved to form a special committee (the “Special Litigation Committee”) comprised of independent directors and advised by counsel to analyze and evaluate the allegations in the Bishop Demand in order to determine whether the Company should assert any claims against the current or former officers and directors.

On August 19, 2022, James Bishop filed a verified stockholder derivative complaint in the Court of Chancery of the State of Delaware (the “Delaware Action”), which asserts similar allegations to those set forth in the Bishop Demand. On September 21, 2022, Bishop and the Company filed a stipulation to stay the Delaware Action for 90 days, which the court granted on September 22, 2022. On December 20, 2022, Bishop and the Company filed a stipulation to extend the stay of the Delaware Action for an additional 60 days, which the court granted on December 21, 2022.

The Special Litigation Committee is in the process of analyzing and evaluating the claims alleged in the Bishop Demand and Delaware Action, and has not determined whether any claims should be asserted or the probability of recovery for such claims.

In addition, the SEC initiated a formal, non-public investigation of the Company, and the SEC informally requested, and later issued a subpoena for, documents and other information. The subpoena relates to but is not necessarily limited to the matters identified in the two putative class actions which were subsequently dismissed. The Special Investigation Committee and the Company are cooperating with the SEC. While the SEC investigation is ongoing, the Special Investigation Committee has made certain factual findings based on evidence adduced during the investigation and made recommendations to management regarding improvements to Company operations and structure, including but not limited to its dealings with related parties. The Company is working to implement those improvements. See the Company's 2021 Annual Report for additional information on the findings of the Special Investigation Committee.

As with any SEC investigation, there is also the possibility of potential fines and penalties. At this time, however, there has not been any demand made by the SEC nor is it possible to estimate the amount of any such fines and penalties should they occur.

AnHeart Lease Guarantee

As discussed in Note 3 - Variable Interest Entities, the Company provided a guarantee for two separate leases for two properties located in Manhattan, New York, at 273 Fifth Avenue and 275 Fifth Avenue, for 30 years and 15 years, respectively.

On February 10, 2021, the Company entered into an Assignment and Assumption of Lease Agreement (“Assignment”), dated effective as of January 21, 2021, with AnHeart and Premier 273 Fifth, LLC, pursuant to which it assumed the lease of the premises at 273 Fifth Avenue (the “273 Lease Agreement”). At the same time, the closing documents were delivered to effectuate the amendment of the 273 Lease Agreement pursuant to an Amendment to Lease (the “Lease Amendment”). The Assignment and the Lease Amendment were negotiated in light of the Company’s guarantee obligations as guarantor under the Lease Agreement. The Company agreed to observe all the covenants and conditions of the Lease Agreement, as amended, including the payment of all rents due. Under the terms of the Lease Agreement and the Assignment, the Company has undertaken to construct, at its own expense, a building on the premises at a minimum cost of $2.5 million. The Lease Amendment permits subletting of the premises, and the Company intends to sublease the newly constructed premises to defray the rental expense undertaken pursuant to its guaranty obligations.

On January 17, 2022, the Company received notice that AnHeart had defaulted on its obligations as tenant under the lease for 275 Fifth Avenue. On February 7, 2022, the Company undertook its guaranty obligations by assuming responsibility for payment of monthly rent and other tenant obligations, including past due rent as well as property tax obligations beginning with the January 2022 rent due. On February 25, 2022, the Company instituted a legal action to pursue legal remedies against AnHeart and Minsheng. In March 2022, the Company agreed to stay litigation against AnHeart in exchange for AnHeart's payment of certain back rent from January to April 2022 and its continued partial payment of monthly rent. While the case remains pending in New York, the Company is not actively litigating the claim.

In accordance with ASC 460, Guarantees, the Company has determined that its maximum exposure resulting from the 275 Fifth Avenue lease guarantee includes future minimum lease payments plus potential additional payments to satisfy maintenance, property tax and insurance requirements under the leases with a remaining term of approximately 11 years. The Company elected a policy to apply the discounted cash flow method to loss contingencies with more than 18 months of

payments. During the three months ended March 31, 2022, the Company recorded a lease guarantee-liability of $5.9 million. The Company determined the discounted value of the lease guarantee liability using a discount rate of 4.55% and is classified as Level 2 in the fair value hierarchy. The current portion of the lease guarantee liability of $0.3 million is recorded in Accrued expenses and other liabilities on the condensed consolidated balance sheet. The Company's monthly rental payments, which commenced during the three months ended March 31, 2022, range from approximately $42,000 per month to $63,000 per month, with the final payment due in 2034.

The estimated future minimum lease payments as of September 30, 2022 are presented below:



(In thousands)	Amount
Year Ending December 31,
2022 (remaining three months)	$	127
2023	543
2024	582
2025	604
2026	621
Thereafter	5,116
Total	7,593
Less: Imputed interest	(1,771)
Total	$	5,822

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 16 - SUBSEQUENT EVENTSSee Note 10 - Debt regarding the Company's waiver received related to the timing of the filing of its consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information pursuant to the rules and regulations of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These financial statements are condensed and should be read in conjunction with the audited financial statements and notes thereto for the fiscal years ended December 31, 2021 and 2020. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
Noncontrolling Interests	Noncontrolling Interests GAAP requires that noncontrolling interests in subsidiaries and affiliates be reported in the equity section of the Company’s condensed consolidated balance sheet. In addition, the amounts attributable to the net income of those subsidiaries are reported separately in the condensed consolidated statements of operations and comprehensive income.
Uses of Estimates	Uses of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts, inventory reserves, useful lives of property and equipment, lease assumptions, impairment of long-lived assets, impairment of long-term investments, lease guarantee liability, impairment of goodwill, the purchase price allocation and fair value of assets and liabilities acquired with respect to business combinations, realization of deferred tax assets, uncertain income tax positions, the liability for self-insurance and stock-based compensation.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 (“ASU 2016-13”), Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was further amended in November 2019 in “Codification Improvements to Topic 326, Financial Instruments-Credit losses”. This guidance is effective for fiscal years beginning after December 15, 2019, including those interim periods within those fiscal years. For emerging growth companies, the effective date has been extended to fiscal years beginning after December 15, 2022. The Company will adopt this ASU within the annual reporting period ending as of December 31, 2022 with an effective date of January 1, 2022 because, as of December 31, 2022, the Company will no longer be an emerging growth company. The Company is currently assessing the impact of adopting this standard, but based upon its preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The guidance requires an acquirer to, at the date of acquisition, recognize and measure the acquired contract assets and contract liabilities acquired in the same manner that they were recognized and measured in the acquiree's financial statements before the acquisition. This guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date. The Company is in the process of assessing the impact of this ASU on its future consolidated financial statements, but does not expect it to have a material impact.
Revenue Recognition	The Company follows ASC Topic 606 ("ASC 606"), Revenue from Contracts with Customers. The Company recognizes revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfer to a customer. The Company’s contracts contain performance obligations which are satisfied when customers have physical possession of each product. The Company’s revenue streams are recognized at a specific point in time.
Fair Value of Financial Instruments	The Company follows the provisions of ASC Topic 820 ("ASC 820"), Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: •Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. •Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. •Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions about what assumptions market participants would use in pricing the asset or liability based on the best available information. Any transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy will be recognized at the end of the reporting period in which the transfer occurs. There were no transfers between fair value levels in any of the periods presented herein. The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, other current assets, accounts payable, checks issued not presented for payment, and accrued expenses and other liabilities approximate their fair value based on the short-term maturity of these instruments. The carrying value of the variable rate debt approximates its fair value because of the variability of interest rates associated with these instruments. For the Company's fixed rate debt, the fair values were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Schedule of Noncontrolling Interest

As of September 30, 2022 and December 31, 2021, noncontrolling interest equity consisted of the following:


($ in thousands)	Ownership of Noncontrolling Interest	September 30, 2022		December 31, 2021
HF Foods Industrial, Inc. ("HFFI")	45.00%	$	527	$	462
Min Food, Inc.	39.75%	1,618		1,363
Monterey Food Service, LLC	35.00%	452		453
Ocean West Food Services, LLC	32.50%	1,900		1,763
Syncglobal Inc.(a)	43.00%	90		—
Total		$	4,587	$	4,041

_______________

REVENUE (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table presents the Company’s net revenue disaggregated by principal product categories:


	Three Months Ended September 30,								Nine Months Ended September 30,
($ in thousands)	2022				2021				2022				2021
Asian Specialty	$	73,380	24	%	$	62,592	29	%	$	223,393	25	%	$	170,433	30	%
Commodity	17,480		6	%	11,905		6	%	48,833		6	%	35,322		6	%
Fresh Produce	31,260		10	%	27,251		13	%	92,215		10	%	72,376		13	%
Meat and Poultry	63,647		21	%	61,283		28	%	187,671		21	%	152,895		27	%
Packaging and Other	20,867		7	%	17,909		8	%	64,176		7	%	49,460		9	%
Seafood	94,077		32	%	34,602		16	%	262,280		31	%	87,982		15	%
Total	$	300,711	100	%	$	215,542	100	%	$	878,568	100	%	$	568,468	100	%

BALANCE SHEET COMPONENTS (Tables)

9 Months Ended

Sep. 30, 2022

Balance Sheet Components [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

Accounts receivable, net consisted of the following:


(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable	$	45,334	$	37,121
Less: allowance for doubtful accounts	(1,058)		(840)
Accounts receivable, net	$	44,276	$	36,281

Financing Receivable, Allowance for Credit Loss

Movement of allowance for doubtful accounts is as follows:


	Nine Months Ended September 30,
(In thousands)	2022		2021
Beginning balance	$	840	$	909
Increase (decrease) in provision for doubtful accounts	226		(374)
Write off	(8)		(186)
Ending balance	$	1,058	$	349

Schedule of Long-term Investments

Long-term investments consisted of the following:


(In thousands)	Ownership as of September 30, 2022	September 30, 2022		December 31, 2021
Asahi Food, Inc.	49%	$	832	$	662
Pt. Tamron Akuatik Produk Industri ("Tamron")	12%	1,800		1,800
Total		$	2,632	$	2,462

Schedule of Property and Equipment

Property and equipment, net consisted of the following:


(In thousands)	September 30, 2022		December 31, 2021
Automobiles	$	34,794	$	31,577
Buildings	70,881		68,998
Building improvements	12,023		19,004
Furniture and fixtures	356		211
Land	49,920		51,412
Machinery and equipment	17,636		14,114
Total property and equipment at cost	185,610		185,316
Less: accumulated depreciation	(44,310)		(39,408)
Property and equipment, net	$	141,300	$	145,908

ACQUISITONS (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company has performed an allocation of the total consideration paid to acquire the assets and liabilities of Sealand, as set forth below:


(In thousands)	Amount
Inventory	$	13,846
Property plant, and equipment	1,424
Right-of-use assets	127
Intangible assets	14,717
Total assets acquired	30,114

Obligations under operating leases	127
Total liabilities assumed	127
Net assets	29,987
Goodwill	4,861
Total consideration	$	34,848

The total consideration paid to acquire the assets and liabilities of the Great Wall Group is as set forth below:


(In thousands)	Amount
Inventory	$	24,728
Property plant, and equipment	1,537
Intangible assets	30,145
Total assets acquired	56,410
Goodwill	11,745
Total consideration	$	68,155

Schedule of Pro Forma Information


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Pro forma net revenue	$	300,712	$	288,157	$	910,397	$	769,881
Pro forma net income	(3,364)		13,163		$	3,316	20,325
Pro forma net income attributable to HF Group	(3,368)		12,806		$	3,389	19,758

GOODWILL AND ACQUIRED INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill are presented below:


(In thousands)	Amount
Balance at December 31, 2021	$	80,257
Acquisition of Sealand Food, Inc.	4,861
Balance at September 30, 2022	$	85,118

Schedule of Finite-Lived Intangible Assets

The components of the intangible assets are presented below:


	September 30, 2022						December 31, 2021
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Non-competition agreement	$	3,892	$	(808)	$	3,084	$	2,407	$	—	$	2,407
Tradenames	44,256		(9,567)		34,689		39,833		(6,349)		33,484
Customer relationships	185,266		(24,876)		160,390		176,408		(17,247)		159,161
Developed technology	440		(440)		—		—		—		—
Total	$	233,854	$	(35,691)	$	198,163	$	218,648	$	(23,596)	$	195,052

DEBT (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt at September 30, 2022 and December 31, 2021 is as follows:


					(in thousands)
Bank Name	Maturity	Interest Rate as of September 30, 2022			September 30, 2022		December 31, 2021
Bank of America (a)	October 2022 - December 2029	3.73%	—	5.80%	$	4,514	$	5,134
East West Bank (b)	August 2027 - September 2029	4.25%	—	4.40%	5,863		5,994
First Horizon Bank (c)	Paid off in May 2022	—			—		4,571
J.P. Morgan Chase (d)	February 2023 - January 2030	2.93%	—	3.05%	113,163		70,866
Other finance institutions (e)	October 2022 - March 2024	3.90%	—	6.14%	204		838
Total debt, principal amount					123,744		87,403
Debt issuance costs					(312)		(35)
Total debt, carrying value					123,432		87,368
Less: current portion					(6,442)		(5,557)
Long-term debt					$	116,990	$	81,811

_______________

(b)Real estate term loans with East West Bank are collateralized by four real properties. Balloon payments of $1.8 million and $2.9 million are due at maturity in 2027 and 2029, respectively.

(e)Secured by vehicles.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except share and per share data)	2022		2021		2022		2021
Numerator:
Net (loss) income attributable to HF Foods Group Inc.	$	(3,864)	$	7,554	$	3,814	$	12,319

Denominator:
Weighted-average common shares outstanding	53,798,131		51,913,411		53,716,464		51,913,411
Effect of dilutive securities	—		19,301		265,223		6,521
Weighted-average dilutive shares outstanding	53,798,131		51,932,712		53,981,687		51,919,932

(Loss) earnings per common share:
Basic	$	(0.07)	$	0.15	$	0.07	$	0.24
Diluted	$	(0.07)	$	0.15	$	0.07	$	0.24

RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of Purchases With Related Parties

Below is a summary of purchases of goods and services from related parties recorded for the three and nine months ended September 30, 2022 and 2021, respectively:


			Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)		Nature	2022		2021		2022		2021
(a)	Best Food Services, LLC	Trade	$	2,246	$	2,738	$	8,738	$	6,225
(b)	Eastern Fresh NJ LLC	Trade	—		1,457		1,093		4,425
(c)	Enson Group, Inc. (formerly "Enson Group, LLC")	Trade	—		—		—		128
(d)	First Choice Seafood, Inc.	Trade	25		106		134		266
(e)	Fujian RongFeng Plastic Co., Ltd.	Trade	—		808		398		2,398
(f)	North Carolina Good Taste Noodle, Inc.	Trade	1,798		1,345		5,226		3,938
(g)	Ocean Pacific Seafood Group Inc.	Trade	107		114		385		452
(h)	Revolution Industry, LLC	Trade	—		—		—		190
(i)	UGO USA Inc.	Trade	—		—		—		212
	Other	Trade	115		54		199		219
	Total		$	4,291	$	6,622	$	16,173	$	18,453

_______________

(b)Mr. Ni owns an equity interest in this entity.

(c)Mr. Ni owns an equity interest in this entity.

(d)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(f)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

(g)Mr. Ni owns an equity interest in this entity.

(i)Mr. Ni owns an equity interest in this entity.

Schedule of Revenue With Related Parties

Below is a summary of sales to related parties recorded for the three and nine months ended September 30, 2022 and 2021, respectively:


		Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)		2022		2021		2022		2021
(a)	ABC Food Trading, LLC	$	815	$	715	$	3,077	$	1,935
(b)	Asahi Food, Inc.	126		185		495		527
(c)	Best Food Services, LLC	189		309		1,058		709
(d)	Eagle Food Service, LLC	576		745		576		2,821
(e)	Eastern Fresh NJ LLC	—		55		—		155
(f)	Enson Group, Inc. (formerly "Enson Group, LLC")	—		—		—		53
(g)	Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”)	—		18		—		573
(h)	First Choice Seafood Inc	9		7		27		89
(i)	Fortune One Foods, Inc.	67		136		81		301
(i)	Heng Feng Food Services, Inc.	—		23		—		128
(j)	N&F Logistics, Inc.	—		164		36		531
	Other	—		6		—		17
	Total	$	1,782	$	2,363	$	5,350	$	7,839

_______________

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

(d)Tina Ni, one of Mr. Ni’s family members, owns an equity interest in this entity indirectly through its parent company.

(e)Mr. Ni owns an equity interest in this entity.

(f)Mr. Ni owns an equity interest in this entity.

(g)Mr. Ni owns an equity interest in this entity.

(h)Mr. Ni owns an equity interest in this entity indirectly through its parent company.

(i)Mr. Ni owns an equity interest in this entity.

(j)Mr. Ni owns an equity interest in this entity.

Schedule of Accounts Receivable With Related Parties

Below is a summary of accounts receivable with related parties recorded as of September 30, 2022 and December 31, 2021, respectively:


(In thousands)		September 30, 2022		December 31, 2021
(a)	ABC Food Trading, LLC	$	102	$	76
(b)	Asahi Food, Inc.	152		72
(c)	Best Food Services, LLC	—		1
	Other	174		100
	Total	$	428	$	249

_______________

(b)The Company, through its subsidiary MF, owns an equity interest in this entity.

Schedule of Accounts Payable With Related Parties

Below is a summary of accounts payable with related parties recorded as of September 30, 2022 and December 31, 2021, respectively:


(In thousands)		September 30, 2022		December 31, 2021
(a)	Best Food Services, LLC	$	788	$	699
(b)	Eastern Fresh NJ, LLC	18		581
(c)	North Carolina Good Taste Noodle, Inc.	581		595
	Other	111		66
	Total	$	1,498	$	1,941

_______________

(b)Mr. Ni owns an equity interest in this entity.

(c)Mr. Jian Ming Ni, former Chief Financial Officer owns an equity interest in this entity.

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Operating Lease Maturities

The estimated future minimum lease payments as of September 30, 2022 are presented below:



(In thousands)	Amount
Year Ending December 31,
2022 (remaining three months)	$	127
2023	543
2024	582
2025	604
2026	621
Thereafter	5,116
Total	7,593
Less: Imputed interest	(1,771)
Total	$	5,822

ORGANIZATION AND BUSINESS DESCRIPTION (Details) $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Apr. 29, 2022 USD ($)	Mar. 31, 2020 lawsuit	Sep. 30, 2022 segment	Dec. 31, 2021 USD ($)	Dec. 30, 2021 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Number of operating segments \| segment			1
Number of reportable segments \| segment			1
Putative Class Action
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
New claims filed, number \| lawsuit		2
Sealand Food Inc Asset Purchase Agreement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Payments to acquire assets	$ 20,000
Great Wall Asset Purchase Agreement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net					$ 68,155
Payment to acquire saleable product inventory				$ 6,800
Automobile					$ 200
Sealand Food Inc Asset Purchase Agreement
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	34,848
Payment to acquire saleable product inventory	14,400
Automobile	$ 500

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Noncontrolling Interest [Line Items]
Noncontrolling interests	$ 4,587			$ 4,587		$ 4,041
Purchases - related parties	$ 4,291		$ 6,622	$ 16,173	$ 18,453
HF Foods Industrial, Inc. ("HFFI")
Noncontrolling Interest [Line Items]
Ownership of Noncontrolling Interest	45.00%			45.00%
Noncontrolling interests	$ 527			$ 527		462
Min Food, Inc.
Noncontrolling Interest [Line Items]
Ownership of Noncontrolling Interest	39.75%			39.75%
Noncontrolling interests	$ 1,618			$ 1,618		1,363
Monterey Food Service, LLC
Noncontrolling Interest [Line Items]
Ownership of Noncontrolling Interest	35.00%			35.00%
Noncontrolling interests	$ 452			$ 452		453
Ocean West Food Services, LLC
Noncontrolling Interest [Line Items]
Ownership of Noncontrolling Interest	32.50%			32.50%
Noncontrolling interests	$ 1,900			$ 1,900		1,763
Syncglobal Inc.
Noncontrolling Interest [Line Items]
Ownership of Noncontrolling Interest	43.00%			43.00%
Noncontrolling interests	$ 90			$ 90		$ 0
Syncglobal Inc. \| Joint Venture
Noncontrolling Interest [Line Items]
Purchases - related parties		$ 600

VARIABLE INTEREST ENTITIES - Narrative (Details)	9 Months Ended
VARIABLE INTEREST ENTITIES - Narrative (Details)	Sep. 30, 2022 entity
Text Block [Abstract]
Variable interest entity not primary beneficiary and not consolidate	3
Variable interest entity primary beneficiary and consolidate	14

REVENUE - Disaggregation of Revenue by Geographic Locations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 300,711	$ 215,542	$ 878,568	$ 568,468
Revenue Benchmark \| Product Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating concentration risk (percentage)	100.00%	100.00%	100.00%	100.00%
Asian Specialty
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 73,380	$ 62,592	$ 223,393	$ 170,433
Asian Specialty \| Revenue Benchmark \| Product Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating concentration risk (percentage)	24.00%	29.00%	25.00%	30.00%
Commodity
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 17,480	$ 11,905	$ 48,833	$ 35,322
Commodity \| Revenue Benchmark \| Product Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating concentration risk (percentage)	6.00%	6.00%	6.00%	6.00%
Fresh Produce
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 31,260	$ 27,251	$ 92,215	$ 72,376
Fresh Produce \| Revenue Benchmark \| Product Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating concentration risk (percentage)	10.00%	13.00%	10.00%	13.00%
Meat and Poultry
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 63,647	$ 61,283	$ 187,671	$ 152,895
Meat and Poultry \| Revenue Benchmark \| Product Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating concentration risk (percentage)	21.00%	28.00%	21.00%	27.00%
Packaging and Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 20,867	$ 17,909	$ 64,176	$ 49,460
Packaging and Other \| Revenue Benchmark \| Product Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating concentration risk (percentage)	7.00%	8.00%	7.00%	9.00%
Seafood
Revenues from External Customers and Long-Lived Assets [Line Items]
Net revenue	$ 94,077	$ 34,602	$ 262,280	$ 87,982
Seafood \| Revenue Benchmark \| Product Concentration Risk
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating concentration risk (percentage)	32.00%	16.00%	31.00%	15.00%

BALANCE SHEET COMPONENTS - Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Balance Sheet Components [Abstract]
Accounts receivable	$ 45,334	$ 37,121
Less: allowance for doubtful accounts	(1,058)	(840)	$ (349)	$ (909)
Accounts receivable, net	$ 44,276	$ 36,281

BALANCE SHEET COMPONENTS - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Accounts Receivable, Allowance for Credit Loss
Beginning balance	$ 840	$ 909
Increase (decrease) in provision for doubtful accounts	226	(374)
Write off	(8)	(186)
Ending balance	$ 1,058	$ 349

BALANCE SHEET COMPONENTS - Long-term Investments (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Total		$ 2,632,000	$ 2,462,000
Other than temporary impairment	$ 0	$ 0
Asahi Food, Inc.
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage		49.00%
Total		$ 832,000	662,000
Pt. Tamron Akuatik Produk Industri ("Tamron")
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage		12.00%
Total		$ 1,800,000	$ 1,800,000

BALANCE SHEET COMPONENTS - Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment at cost	$ 185,610		$ 185,610		$ 185,316
Less: accumulated depreciation	(44,310)		(44,310)		(39,408)
Property and equipment, net	141,300		141,300		145,908
Depreciation expense	2,200	$ 2,000	6,600	$ 6,000
Automobiles
Property, Plant and Equipment [Line Items]
Total property and equipment at cost	34,794		34,794		31,577
Building
Property, Plant and Equipment [Line Items]
Total property and equipment at cost	70,881		70,881		68,998
Building improvements
Property, Plant and Equipment [Line Items]
Total property and equipment at cost	12,023		12,023		19,004
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment at cost	356		356		211
Land
Property, Plant and Equipment [Line Items]
Total property and equipment at cost	49,920		49,920		51,412
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment at cost	$ 17,636		$ 17,636		$ 14,114

FAIR VALUE OF FINANCIAL INSTRUMENTS - Narrative (Details) $ in Thousands	Sep. 30, 2022 USD ($) agency	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, carrying value	$ 123,432	$ 87,368
Variable Interest Entities, Number of Staffing Agencies \| agency	13
Mortgages [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, carrying value	$ 2,400	2,500
Fixed Rate Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, carrying value	4,700	15,000
Related Party Promissory Note \| Notes Payable, Other Payables
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, carrying value		4,500
Vehicle and Equipment Term Loans \| Notes Payable to Banks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, carrying value	2,000	2,700
Loans with First Horizon Bank \| Notes Payable to Banks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, carrying value		4,500
Vehicle Loans \| Notes Payable to Banks
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total debt, carrying value	300	800
Carrying amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	4,700	15,000
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, fair value disclosure	$ 4,100	$ 12,200

ACQUISITONS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended		12 Months Ended
	Apr. 29, 2022	Dec. 30, 2021	Mar. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Payment made for acquisition of Great Wall Group				$ 34,849	$ 0
Share price (in dollars per share)		$ 7.36
Trademarks and Trade Names
Business Acquisition [Line Items]
Royalty rate	1.00%	1.00%
Trademarks and Trade Names \| Minimum
Business Acquisition [Line Items]
Discount rates	17.50%
Trademarks and Trade Names \| Maximum
Business Acquisition [Line Items]
Discount rates	18.00%
Customer relationships \| Minimum
Business Acquisition [Line Items]
Discount rates	17.50%
Customer relationships \| Maximum
Business Acquisition [Line Items]
Discount rates	18.00%
Non-competition agreement \| Minimum
Business Acquisition [Line Items]
Discount rates	17.50%
Non-competition agreement \| Maximum
Business Acquisition [Line Items]
Discount rates	18.00%
Sealand Food Inc Asset Purchase Agreement
Business Acquisition [Line Items]
Consideration transferred	$ 20,000
Payment to acquire saleable product inventory	14,400
Additional fixed assets acquired	500
Transaction costs				700
Intangible assets	$ 14,717
Acquired finite-lived intangible assets, weighted average useful life (in years)	9 years
Inventories, net	$ 13,846
Acquisition price for all assets and inventory	34,848
Sealand Food Inc Asset Purchase Agreement \| Fair Value, Inputs, Level 3
Business Acquisition [Line Items]
Intangible assets	14,700
Sealand Food Inc Asset Purchase Agreement \| Trademarks and Trade Names
Business Acquisition [Line Items]
Intangible assets	$ 4,400
Acquired finite-lived intangible assets, weighted average useful life (in years)	10 years
Sealand Food Inc Asset Purchase Agreement \| Customer relationships
Business Acquisition [Line Items]
Intangible assets	$ 8,900
Acquired finite-lived intangible assets, weighted average useful life (in years)	10 years
Sealand Food Inc Asset Purchase Agreement \| Non-competition agreement
Business Acquisition [Line Items]
Intangible assets	$ 1,400
Acquired finite-lived intangible assets, weighted average useful life (in years)	3 years
Great Wall Asset Purchase Agreement
Business Acquisition [Line Items]
Consideration transferred		$ 43,700
Payment to acquire saleable product inventory						$ 6,800
Additional fixed assets acquired		200
Intangible assets		$ 30,145
Acquired finite-lived intangible assets, weighted average useful life (in years)		9 years
Payment made for acquisition of Great Wall Group		$ 30,800	$ 17,400
Equity interest issued in business acquisition (in shares)		1,792,981
Business acquisition, shares issued valuation		$ 12,900
Share price (in dollars per share)		$ 8.11
Discount due to a lock-up restriction		11.50%
Inventories, net		$ 24,728				24,300
Inventory, fair value						24,700
Inventory acquired in asset acquisition						$ 17,400
Acquisition price for all assets and inventory		68,155
Business acquisition, transaction costs during period				$ 400
Great Wall Asset Purchase Agreement \| Trademarks and Trade Names
Business Acquisition [Line Items]
Intangible assets		$ 10,500
Acquired finite-lived intangible assets, weighted average useful life (in years)		10 years
Great Wall Asset Purchase Agreement \| Trademarks and Trade Names \| Minimum
Business Acquisition [Line Items]
Discount rates		11.50%
Great Wall Asset Purchase Agreement \| Trademarks and Trade Names \| Maximum
Business Acquisition [Line Items]
Discount rates		14.00%
Great Wall Asset Purchase Agreement \| Customer relationships
Business Acquisition [Line Items]
Intangible assets		$ 17,200
Acquired finite-lived intangible assets, weighted average useful life (in years)		10 years
Great Wall Asset Purchase Agreement \| Customer relationships \| Minimum
Business Acquisition [Line Items]
Discount rates		11.50%
Great Wall Asset Purchase Agreement \| Customer relationships \| Maximum
Business Acquisition [Line Items]
Discount rates		14.00%
Great Wall Asset Purchase Agreement \| Non-competition agreement
Business Acquisition [Line Items]
Intangible assets		$ 2,400
Acquired finite-lived intangible assets, weighted average useful life (in years)		3 years
Great Wall Asset Purchase Agreement \| Non-competition agreement \| Minimum
Business Acquisition [Line Items]
Discount rates		11.50%
Great Wall Asset Purchase Agreement \| Non-competition agreement \| Maximum
Business Acquisition [Line Items]
Discount rates		14.00%

ACQUISITONS - Assets Acquired and Liabilities Assumed Great Wall (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Apr. 29, 2022	Dec. 31, 2021	Dec. 30, 2021
Business Acquisition [Line Items]
Goodwill	$ 85,118		$ 80,257
Sealand Food Inc Asset Purchase Agreement
Business Acquisition [Line Items]
Inventory		$ 13,846
Property plant, and equipment		1,424
Right-of-use assets		127
Intangible assets		14,717
Total assets acquired		30,114
Obligations under operating leases		127
Total liabilities assumed		127
Net assets		29,987
Goodwill		4,861
Total consideration		$ 34,848
Great Wall Asset Purchase Agreement
Business Acquisition [Line Items]
Inventory			$ 24,300	$ 24,728
Property plant, and equipment				1,537
Intangible assets				30,145
Total assets acquired				56,410
Goodwill				11,745
Total consideration				$ 68,155

ACQUISITONS - Pro Forma Information Great Wall (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Pro forma net revenue	$ 300,712	$ 288,157	$ 910,397	$ 769,881
Pro forma net income	(3,364)	13,163	3,316	20,325
Pro forma net income attributable to HF Group	$ (3,368)	$ 12,806	$ 3,389	$ 19,758

GOODWILL AND ACQUIRED INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 80,257
Acquisition of Sealand Food, Inc.	4,861
Goodwill, ending balance	$ 85,118

GOODWILL AND ACQUIRED INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 233,854		$ 233,854		$ 218,648
Accumulated Amortization	(35,691)		(35,691)		(23,596)
Net Carrying amount	198,163		198,163		195,052
Amortization of intangible assets	4,100	$ 2,700	11,700	$ 8,200
Non-competition agreement
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,892		3,892		2,407
Accumulated Amortization	(808)		(808)		0
Net Carrying amount	3,084		3,084		2,407
Tradenames
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	44,256		44,256		39,833
Accumulated Amortization	(9,567)		(9,567)		(6,349)
Net Carrying amount	34,689		34,689		33,484
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	185,266		185,266		176,408
Accumulated Amortization	(24,876)		(24,876)		(17,247)
Net Carrying amount	160,390		160,390		159,161
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	440		440		0
Accumulated Amortization	(440)		(440)		0
Net Carrying amount	$ 0		$ 0		$ 0

DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions				3 Months Ended	9 Months Ended
	Dec. 19, 2021	Dec. 19, 2019 USD ($)	Aug. 20, 2019 USD ($) derivative termLoan	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 24, 2020 USD ($)
Derivative [Line Items]
Number of mortgage term loans \| termLoan			2
Obligations under interest rate swap contracts					$ 0.6	$ 0.3
Mortgage-Secured Term Loans \| East West Bank \| London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Basis spread on variable rate			2.25%
Fixed rate determined by interest rate swaps			0.0423
Mortgage-Secured Term Loans \| Bank of America \| London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Basis spread on variable rate		2.15%
Fixed rate determined by interest rate swaps		0.0425
Mortgage-Secured Term Loans \| Bank of America \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Derivative [Line Items]
Basis spread on variable rate	2.50%				2.50%
Fixed rate determined by interest rate swaps		0.0450
Interest Rate Swap
Derivative [Line Items]
Number of derivatives \| derivative			2
Interest Rate Swap \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount		$ 2.7	$ 1.1				$ 80.0
Gain (loss) on discontinuation of derivative instrument				$ 0.7
Interest Rate Swap Member Two \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative liability, notional amount			$ 2.6

DEBT - Narrative (Details) $ in Millions	Mar. 31, 2022 USD ($)	Dec. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Jan. 17, 2020 USD ($)	Nov. 04, 2019 USD ($)
Great Wall Asset Purchase Agreement
Line of Credit Facility [Line Items]
Consideration transferred		$ 43.7
JP Morgan \| Mortgage-Secured Term Loans
Line of Credit Facility [Line Items]
Debt instrument, credit adjustment	0.001
JP Morgan \| Mortgage-Secured Term Loans \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Debt instrument, credit adjustment	0.001	0.001
Amended and Restated Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Line of Credit Facility [Line Items]
Maximum borrowing capacity					$ 100.0
Second Amended Credit Agreement \| JP Morgan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 100.0
Second Amended Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Line of Credit Facility [Line Items]
Debt instrument, face amount				$ 75.6
Third Amended Credit Agreement \| JP Morgan \| Revolving Credit Facility \| Great Wall Asset Purchase Agreement
Line of Credit Facility [Line Items]
Consideration transferred		$ 33.3
Third Amended Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Line of Credit Facility [Line Items]
Basis spread on variable rate		1.375%
Long-term line of credit			$ 71.3
Renewed Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 115.0
Renewed Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.875%
Renewed Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100.0
Credit agreement, term (in years)	5 years
Financing fees	$ 0.6
Unamortized financing fees	0.5
Unamortized deferred financing fees	$ 0.1
Renewed Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans \| Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.375%
Line of Credit Agreement \| JP Morgan \| Mortgage-Secured Term Loans
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 69.0

DEBT - Schedule of Long-term Debt Instruments (Details) $ in Thousands		3 Months Ended	9 Months Ended
	Dec. 19, 2021	Sep. 30, 2022 USD ($) property	Sep. 30, 2022 USD ($) property	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Total debt, principal amount		$ 123,744	$ 123,744		$ 87,403
Debt issuance costs		(312)	(312)		(35)
Total debt, carrying value		123,432	123,432		87,368
Less: current portion		(6,442)	(6,442)		(5,557)
Long-term debt, net of current portion		116,990	116,990		81,811
Repayment of long-term debt			9,614	$ 4,544
Bank of America
Debt Instrument [Line Items]
Total debt, principal amount		$ 4,514	$ 4,514		5,134
Number of real properties secured \| property		1	1
Bank of America \| Mortgage-Secured Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%		2.50%
Bank of America \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage		3.73%	3.73%
Bank of America \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage		5.80%	5.80%
East West Bank
Debt Instrument [Line Items]
Total debt, principal amount		$ 5,863	$ 5,863		5,994
Number of real properties secured \| property		4	4
East West Bank \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage		4.25%	4.25%
Collateral amount		$ 1,800	$ 1,800
East West Bank \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage		4.40%	4.40%
Collateral amount		$ 2,900	$ 2,900
First Horizon Bank
Debt Instrument [Line Items]
Total debt, principal amount		0	0		4,571
Sale of properties			7,200
Gain from sale of properties			1,500
Repayment of long-term debt		4,500
JP Morgan
Debt Instrument [Line Items]
Total debt, principal amount		113,163	113,163		70,866
JP Morgan \| Assets Held by Subsidiaries
Debt Instrument [Line Items]
Collateral amount		112,600	112,600		69,800
JP Morgan \| Vehicles and Equipment
Debt Instrument [Line Items]
Collateral amount		$ 500	$ 500		1,000
JP Morgan \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage		2.93%	2.93%
JP Morgan \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage		3.05%	3.05%
Other Finance Companies
Debt Instrument [Line Items]
Total debt, principal amount		$ 204	$ 204		$ 838
Other Finance Companies \| Minimum
Debt Instrument [Line Items]
Interest rate, stated percentage		3.90%	3.90%
Other Finance Companies \| Maximum
Debt Instrument [Line Items]
Interest rate, stated percentage		6.14%	6.14%

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share (in shares)		0	3,536	0
Numerator:
Net (loss) income attributable to HF Foods Group Inc.	$ (3,864)	$ 7,554	$ 3,814	$ 12,319
Denominator:
Weighted-average common shares outstanding (in shares)	53,798,131	51,913,411	53,716,464	51,913,411
Effect of dilutive securities (in shares)	0	19,301	265,223	6,521
Weighted-average dilutive shares outstanding (in shares)	53,798,131	51,932,712	53,981,687	51,919,932
(Loss) earnings per common share:
Basic (in dollars per share)	$ (0.07)	$ 0.15	$ 0.07	$ 0.24
Diluted (in dollars per share)	$ (0.07)	$ 0.15	$ 0.07	$ 0.24

INCOME TAXES (Details)	3 Months Ended		9 Months Ended
INCOME TAXES (Details)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation, percent	14.70%	25.30%	29.00%	26.90%

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($)		3 Months Ended			9 Months Ended
	Nov. 03, 2021	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Feb. 28, 2021	Jan. 31, 2020
Related Party Transaction [Line Items]
Repayment of long-term debt					$ 9,614,000	$ 4,544,000
R&N Holdings \| Building
Related Party Transaction [Line Items]
Rental income, nonoperating		$ 0		$ 0	0	7,000
Chief Financial Officer
Related Party Transaction [Line Items]
Rental income, nonoperating		15,000			45,000
Proceeds from sale of real estate	$ 1,500,000
Gains on sales	$ 800,000
Han Feng \| Production Area
Related Party Transaction [Line Items]
Rental income, nonoperating		0		0	0	6,000
HG Realty \| Building
Related Party Transaction [Line Items]
Rental income, nonoperating		0		120,000	200,000	360,000
Kirnland \| Building
Related Party Transaction [Line Items]
Rental income, nonoperating		$ 86,000		77,000	231,000	232,000
Operating lease, term of contract (in years)							5 years
B&R Group Realty \| Mortgage-Secured Term Loans
Related Party Transaction [Line Items]
Due from related parties								$ 7,000,000
Interest rate, stated percentage								6.00%
Repayment of long-term debt			$ 4,500,000
Debt instrument, periodic payment, interest				$ 84,000	$ 129,000	$ 282,000
HF Foods \| Shareholder
Related Party Transaction [Line Items]
Ownership of Noncontrolling Interest		10.00%			10.00%

RELATED PARTY TRANSACTIONS - Summary of Purchases with Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Feb. 25, 2021
Related Party Transaction [Line Items]
Purchases - related parties	$ 4,291	$ 6,622	$ 16,173	$ 18,453
Best Food Services, LLC
Related Party Transaction [Line Items]
Purchases - related parties	2,246	2,738	8,738	6,225
Eastern Fresh NJ LLC
Related Party Transaction [Line Items]
Purchases - related parties	0	1,457	1,093	4,425
Enson Group, Inc. (formerly "Enson Group, LLC")
Related Party Transaction [Line Items]
Purchases - related parties	0	0	0	128
First Choice Seafood, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	25	106	134	266
Fujian RongFeng Plastic Co., Ltd.
Related Party Transaction [Line Items]
Purchases - related parties	0	808	398	2,398
North Carolina Good Taste Noodle, Inc.
Related Party Transaction [Line Items]
Purchases - related parties	1,798	1,345	5,226	3,938
Ocean Pacific Seafood Group Inc.
Related Party Transaction [Line Items]
Purchases - related parties	107	114	385	452
Revolution Industry, LLC
Related Party Transaction [Line Items]
Purchases - related parties	0	0	0	190
Revolution Industry, LLC \| Asset Purchase Agreement
Related Party Transaction [Line Items]
Purchase obligation					$ 250
UGO USA Inc.
Related Party Transaction [Line Items]
Purchases - related parties	0	0	0	212
Other
Related Party Transaction [Line Items]
Purchases - related parties	$ 115	$ 54	$ 199	$ 219

RELATED PARTY TRANSACTIONS - Summary of Sales to Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Sales - related parties	$ 1,782	$ 2,363	$ 5,350	$ 7,839
ABC Food Trading, LLC
Related Party Transaction [Line Items]
Sales - related parties	815	715	3,077	1,935
Asahi Food, Inc.
Related Party Transaction [Line Items]
Sales - related parties	126	185	495	527
Best Food Services, LLC
Related Party Transaction [Line Items]
Sales - related parties	189	309	1,058	709
Eagle Food Service, LLC
Related Party Transaction [Line Items]
Sales - related parties	576	745	576	2,821
Eastern Fresh NJ LLC
Related Party Transaction [Line Items]
Sales - related parties	0	55	0	155
Enson Group, Inc. (formerly "Enson Group, LLC")
Related Party Transaction [Line Items]
Sales - related parties	0	0	0	53
Enson Seafood GA, Inc. (formerly “GA-GW Seafood, Inc.”)
Related Party Transaction [Line Items]
Sales - related parties	0	18	0	573
First Choice Seafood, Inc.
Related Party Transaction [Line Items]
Sales - related parties	9	7	27	89
Fortune One Foods, Inc.
Related Party Transaction [Line Items]
Sales - related parties	67	136	81	301
Heng Feng Food Services, Inc.
Related Party Transaction [Line Items]
Sales - related parties	0	23	0	128
N&F Logistics, Inc.
Related Party Transaction [Line Items]
Sales - related parties	0	164	36	531
Other
Related Party Transaction [Line Items]
Sales - related parties	$ 0	$ 6	$ 0	$ 17

RELATED PARTY TRANSACTIONS - Summary of Accounts Receivable With Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts receivable - related parties	$ 428	$ 249
ABC Food Trading, LLC
Related Party Transaction [Line Items]
Accounts receivable - related parties	102	76
Asahi Food, Inc.
Related Party Transaction [Line Items]
Accounts receivable - related parties	152	72
Best Food Services, LLC
Related Party Transaction [Line Items]
Accounts receivable - related parties	0	1
Other
Related Party Transaction [Line Items]
Accounts receivable - related parties	$ 174	$ 100

RELATED PARTY TRANSACTIONS - Summary of Accounts Payable with Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts payable - related parties	$ 1,498	$ 1,941
Best Food Services, LLC
Related Party Transaction [Line Items]
Accounts payable - related parties	788	699
Eastern Fresh NJ LLC
Related Party Transaction [Line Items]
Accounts payable - related parties	18	581
Other
Related Party Transaction [Line Items]
Accounts payable - related parties	111	66
North Carolina Good Taste Noodle, Inc.
Related Party Transaction [Line Items]
Accounts payable - related parties	$ 581	$ 595

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jul. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under plan (in shares)					3,000,000
Shares remaining available for future awards (in shares)	2,224,017		2,224,017
Stock-based compensation expense	$ 0.2	$ 0.4	$ 0.7	$ 0.4
Unrecognized compensation cost	$ 2.9		$ 2.9
Unrecognized compensation cost, period for recognition			2 years 7 months 6 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments outstanding (in shares)	549,613		549,613
PSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity instruments outstanding (in shares)	119,396		119,396

COMMITMENTS AND CONTINGENCIES - Narratives (Details) $ in Thousands			3 Months Ended	9 Months Ended
	Feb. 10, 2021 USD ($)	Jul. 02, 2018 property lease	Mar. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Lease guarantee liability, net of current portion				$ 5,549	$ 0
Current portion of obligations under operating leases				$ 3,933	$ 2,482
Minimum
Loss Contingencies [Line Items]
Payment to construct building	$ 2,500
Property Lease Guarantee
Loss Contingencies [Line Items]
Guarantor lease obligation term (in years)				11 years
Operating lease expense			$ 5,900
Lessee guarantee, lease discount rate				4.55%
Current portion of obligations under operating leases				$ 300
Property Lease Guarantee \| Minimum
Loss Contingencies [Line Items]
Monthly rental payments			42
Property Lease Guarantee \| Maximum
Loss Contingencies [Line Items]
Monthly rental payments			$ 63
Building
Loss Contingencies [Line Items]
Number of leases \| lease		2
Number of properties \| property		2
Building \| Lease for 273 Fifth Avenue, Manhattan,New York
Loss Contingencies [Line Items]
Operating lease, term of contract (in years)		30 years
Building \| Lease for 275 Fifth Avenue, Manhattan,New York
Loss Contingencies [Line Items]
Operating lease, term of contract (in years)		15 years

COMMITMENTS AND CONTINGENCIES - Schedule of Operating Lease Maturities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022 (remaining three months)	$ 127
2023	543
2024	582
2025	604
2026	621
Thereafter	5,116
Total	7,593
Less: Imputed interest	(1,771)
Total	$ 5,822